<PAGE>

                     AGREEMENT OF PURCHASE AND SALE OF STOCK

        AGREEMENT, dated this 14th day of November, 2003, among (i) NARROWSTEP
INC., a Delaware corporation having an address at 91 New Cavendish Street,
London W1W 6XE, United Kingdom ("Purchaser"); (ii) Clifford Webb, an individual
("Webb") having an address at 87 Cowley Road, Barnes, London SW14 8QD, United
Kingdom (Webb being sometimes referred to as a "Seller"); and SPORTSHOW
TELEVISION LTD., a company incorporated in England (the "Company") having an
address at 60 Parsons Green Lane, London SW6 4HU United Kingdom.


                              W I T N E S S E T H:
                              - - - - - - - - - -

        WHEREAS, the Company is engaged in the business of producing and
distributing television programs with sports themes;

        WHEREAS, the authorized capital of the Company is comprised of a single
class of common stock, (pound)1 par value per share (the "Sportshow Shares"),
all as more specifically provided in the Certificate of Incorporation of the
Company, of which 1,001 Sportshow Shares are issued and outstanding;

        WHEREAS, the Sportshow Shares are held by Seller as set forth in
Schedule A;

        WHEREAS, Purchaser wishes to purchase, and Seller wish to sell, 801 of
the Sportshow Shares on the terms and subject to the conditions hereinafter set
forth;

        NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements herein contained, the parties hereto do hereby
covenant and agree as follows:

        1.      PURCHASE AND SALE OF STOCK.

        (a)     Upon the terms and subject to the conditions set forth in this
                Agreement, the Seller will sell, transfer, convey, assign and
                deliver to Purchaser, and Purchaser will purchase, 801 of the
                Sportshow Shares. At the Closing, the Company's assets shall
                include, without limitation, all of the business, assets,
                properties, goodwill and rights owned by the Company as of the
                Balance Sheet Date or the date hereof or to which the Company
                has any right, title or interest of every nature, kind and
                description, tangible and intangible, wheresoever located and
                whether or not carried or reflected on the books and records of
                the Company (hereinafter sometimes called the "Assets"),
                INCLUDING, without limitation, all of the Company's photographic
                and video equipment, cameras, editing and production equipment
                and facilities, machinery, equipment, tools, fixtures, leasehold
                improvements, furniture and office supplies, parts, inventory,
                work-in-process, goods and other tangible personal property; all
                of the Company's distribution agreements and arrangements,
                rights, certificates, licenses and

<PAGE>

                authorizations relating to the conduct of the Company's
                business, including but not limited to the copyrights and copies
                of all works previously produced by or on behalf of the Company;
                all of the Company's receivables (including without limitation
                accounts receivable, loans receivable and advances, tax refunds
                and overpayments) from all sources; all of the Company's
                contracts, agreements, leases and claims under insurance
                policies (except as otherwise specifically set forth in this
                Agreement); all of the Company's trade names, trademarks,
                trademark registrations and applications, trade secrets,
                patents, patent applications, copyrights, logos, customer lists,
                books and records and know-how; all of the Company's telephone
                numbers, post office boxes, beepers, cellular or mobile
                telephones and radios; and all choses in action and causes of
                action, claims and rights of recovery or set-off of every kind
                or character; but excluding those items listed on Schedule P. At
                the Closing, the Assets shall include, without limitation, those
                assets reflected on the Balance Sheet (as hereinafter defined),
                with only such dispositions between the Balance Sheet Date and
                the Closing Date as are not in violation of any of the Company's
                representations, warranties or covenants contained in this
                Agreement.

        (b)     In the event that any one or more of the Company's rights under
                any contract, lease or other agreement is affected by the sale
                of the Sportshow Shares hereunder, whether as a result of the
                inability to obtain any required consent of any other party to
                any such contract, lease or other agreement or otherwise, the
                Seller will use their best efforts to retain and preserve such
                rights, provide to the Company any and all of the benefits
                thereof in a manner reasonably satisfactory to Purchaser, and,
                at such time as such rights may become so transferable or
                assignable, at Purchaser's instruction or request, transfer or
                assign such rights to the Company. The provisions of this
                Section do not diminish, reduce or otherwise impair or affect
                any obligation or liability of the Seller under any other
                provision of this Agreement or any other agreement entered into
                pursuant hereto or in connection herewith.

        (c)     At the Closing, the Seller shall deliver to Purchaser
                certificates representing 801 of the Sportshow Shares, together
                with duly executed stock powers, with signatures guaranteed, in
                proper form for transfer and with appropriate transfer stamps,
                if any, affixed at the expense of the Seller, free and clear of
                any lien or other encumbrance.

        2.      PURCHASE PRICE

        (a)     In consideration of the sale, transfer, conveyance, assignment
                and delivery of the Sportshow Shares to Purchaser, and in
                reliance upon the representations, warranties and covenants made
                herein by the Seller, Purchaser will, in full payment therefor,
                pay to Seller, in the manner set forth in Section 2.(c), a total
                purchase price (the "Purchase Price") equal to UK(pound)750,000.
                The purchase price shall consist of (i) payment of cash in the
                amount of(pound)45,000.80 (representing 7.5% of the Purchase
                Price), and (ii) the issuance of 3,122,800 shares of


                                      -2-
<PAGE>

                Purchaser's common stock, par value $.000001 per share
                ("Narrowstep Shares") (representing 92.5% of the Purchase
                Price), as set forth in Schedule E. The Narrowstep Shares to be
                issued to Seller will be issued pursuant to an exemption from
                registration under the United States Securities Act of 1933, as
                amended, and will be subject to substantial restrictions on
                Seller' ability to sell or otherwise transfer such Narrowstep
                Shares. In connection with the Purchaser's acquisition of the
                Sportshow Shares, Seller will execute a subscription agreement
                in the form set forth at Exhibit 3. Purchaser will use its best
                efforts to register for resale in the Registration Statement on
                Form SB-2, originally filed with the United States Securities
                and Exchange Commission on September 9, 2003, fifteen (15%) of
                the Narrowstep Shares issued to Webb. Any adjustment of the
                Purchase Price necessitated by Section 2.(c) or otherwise shall
                be 7.5% in cash and 92.5 % in Narrowstep Shares.

        (b)     As soon as practicable, and in any event within 60 days, after
                the Closing Date, Seller will deliver to Purchaser the Closing
                Date Balance Sheet in accordance with the provisions of this
                Agreement. Leigh, Saxton, Green ("Leigh, Saxton, Green"),
                chartered accountants, shall audit (and will provide their
                opinion with respect to such audit) the Closing Date Balance
                Sheet and shall state that the Closing Date Balance Sheet has
                been adjusted as herein provided. The Closing Date Balance Sheet
                will be accompanied by a copy thereof annotated with schedules
                providing tax basis information (the "Closing Date Tax Basis
                Information") prepared from the asset records of the Company
                reflecting on an asset-by-asset basis, where the asset records
                are so maintained, and, otherwise, for each fixed asset account,
                the current tax basis, historical cost, method of depreciation
                and accumulated book and tax depreciation of the Company for
                each asset, or asset account, together with schedules showing
                the book and tax basis of the Company in its receivables and
                other assets. The term "Closing Date Balance Sheet" as used
                herein shall mean an audited balance sheet of the Company, not
                as part of a consolidated group with any other entity, business
                or group, prepared by or on behalf of the Company as of the
                close of business on the Closing Date from the books and records
                of the Company, which Leigh, Saxton, Green shall audit as having
                been prepared on an accrual basis in accordance with generally
                accepted accounting principles, and as fairly presenting the
                financial condition of the Company as at such date. All assets
                and supplies reflected on the Closing Date Balance Sheet shall
                be reflected on the basis of a complete physical count (the
                "Inventory") taken by the Company (at the expense of Purchaser)
                immediately prior to the Closing Date or as soon thereafter as
                is practicable. Purchaser's representatives and accountants
                shall have the right to participate in the taking of the
                Inventory and the valuation of assets and supplies and to
                review, audit and verify that the physical count so taken and
                the valuation of the assets and supplies are in accordance with
                generally accepted accounting principles applied on a basis
                consistent with those used in the preparation of the Balance
                Sheet as defined at Section 5.(i). In addition, Purchaser's
                representatives and accountants shall be entitled to review,
                audit and verify that the video equipment, video cameras,
                editing facilities, machinery, equipment, tools, supplies,
                furniture, fixtures and


                                      -3-
<PAGE>

                fixed assets of the Company reflected on the Closing Date
                Balance Sheet are owned by the Company at the Closing and the
                valuation thereof is in accordance with generally accepted
                accounting principles applied on a basis consistent with those
                used in the preparation of the Balance Sheet.

        (c)     At the Closing, Seller will deliver to Purchaser an unaudited
                balance sheet (the "Interim Balance Sheet") of the Company as of
                the close of business on the immediately preceding day. The
                Company shall have, and the Interim Balance Sheet shall reflect
                that the Company has, working capital (the "Working Capital"),
                as determined by Leigh, Saxton, Green in accordance with
                generally accepted accounting principles consistently applied,
                of negative(pound)28,540, it being understood and agreed that:
                if the Working Capital shall at the Closing be less than
                negative(pound)28,540, then the Purchase Price shall be reduced
                pound sterling for pound sterling by the amount, if any, by
                which the Working Capital is less than negative(pound)28,540;
                and if the Working Capital shall at the Closing be more than
                negative (pound)28,540, then the Purchase Price shall be
                increased pound sterling for pound sterling by the amount, if
                any, by which the Working Capital is greater than
                negative(pound)28,540. The Purchase Price shall be adjusted at
                the Closing for the amount of any shortfall or excess of Working
                Capital appearing on the Interim Balance Sheet, with a final
                adjustment to be made promptly after Leigh, Saxton, Green has
                completed a post-closing audit of the Company, but in any event,
                not later than ninety (90) days after the Closing Date. For all
                purposes of this Agreement, "Working Capital" shall be all cash
                and cash equivalents of the Company as of the Closing Date; PLUS
                all valid accounts receivable outstanding as of the Closing Date
                which were created by the Company in the ordinary course of its
                business and with respect to which the Company has no basis to
                believe they are all or in part not valid and collectible; PLUS
                all of the Company's inventory as of the Closing Date actually
                used in its business to the extent the same is not obsolete or
                obsolescent; PLUS all of the Company's supplies as of the
                Closing Date actually used in its business to the extent the
                same are not obsolete or obsolescent; plus all of the Company's
                prepaid expenses as of the Closing Date for services (including
                but not limited to insurance policies) to be performed for the
                Company by unrelated third parties in the twelve months
                immediately following the Closing Date; LESS all obligations and
                accounts payable owed by the Company to vendors or others
                (including but not limited to the HM Customs & Excise and the
                Inland Revenue or other taxing authorities for periods through
                the day immediately preceding the Closing Date) as of the
                Closing Date; LESS any short-term loans, lines of credit,
                overdrafts, or similar facilities, and the short term portion of
                any long-term loans; LESS all accrued liabilities of the Company
                at the Closing Date for employee vacation, severance, or other
                employee-related obligations.

        (d)     Purchaser and Seller will, for all tax and other purposes,
                allocate the Purchase Price 100% to the purchase of the
                Sportshow Shares. Neither Seller nor Purchaser shall, for any
                tax purposes, take any position respecting the allocation of the
                Purchase Price which is inconsistent with such allocation.


                                      -4-
<PAGE>

        3.      CLOSING.

                The closing hereunder (the "Closing") shall take place at 12:00
                A.M., local time, on the 25th day of November, 2003 at the
                offices of Sportshows TV Ltd at 60 Parsons Green Lane, London
                SW6 4HU United Kingdom, or at such other time and place as the
                parties may agree. The day on which the Closing actually takes
                place is herein sometimes referred to as the Closing Date.

        4.      THE SELLER' OBLIGATIONS; FURTHER ASSURANCES.

        (a)     Seller are delivering to Purchaser simultaneously herewith:

                ii.     stock certificates representing all of the issued and
                        outstanding Sportshow Shares, together with stock powers
                        duly endorsed in blank with signatures guaranteed;

                iii.    such assignments and transfers of any and all assets
                        used by the Company but held in the name of another
                        person, including but not limited to patents and patent
                        applications, trademarks, trademark registrations and
                        applications, copyrights, motor vehicle registrations,
                        authorizations, certificates of title and licenses, in
                        form and substance satisfactory to Purchaser, as shall
                        be effective to vest in Purchaser (or, at Purchaser's
                        election, the Company) good title to all of such assets;

                iv.     any such good and sufficient (and, where appropriate,
                        recordable) instruments of conveyance, assignment and
                        transfer, in form and substance satisfactory to
                        Purchaser, as shall be necessary to vest in the Company
                        good title to the Assets;

                v.      all contracts, files and other data and documents of
                        Seller pertaining to the Stock or the Assets (which may
                        be delivered at the principal office of the Company)
                        including, among other things, the stock records and
                        minute books of the Company, dating to its inception;

                vi.     a general release in favor of Purchaser, the Company and
                        the Assets from each Seller and each other entity
                        directly or indirectly owned, controlled, operated or
                        managed by any of them (each, a "Seller Entity";
                        together, the "Seller Entities");

                vii.    certificates (and telegrams dated as of the most recent
                        practicable date) as to the good standing of the
                        Company, the payment of franchise taxes and tiling of
                        required reports, from the appropriate officials of the
                        jurisdiction in which the Company is organized; and


                                      -5-
<PAGE>

                viii.   all documents required to be delivered (and not
                        previously delivered) to Purchaser and/or the Company
                        under the provisions of this Agreement.

        b.      At any time and from time to time at or after the Closing, at
                Purchaser's request and without further consideration, Seller
                will execute and deliver, or cause to be executed and delivered,
                such other instruments of sale, transfer, conveyance, assignment
                and confirmation, and will take such action as Purchaser may
                reasonably request, in order more effectively to transfer,
                convey and assign to Purchaser, and to confirm their title to,
                the Sportshow Shares and the Assets, to put Purchaser and/or the
                Company in actual possession and operating control of the
                business, assets, properties, goodwill, rights, books and
                records of the Company and to assist Purchaser in exercising all
                rights with respect thereto.

        c.      For purposes of enabling Seller to prepare, file, support and
                defend their tax returns after the Closing, Purchaser and the
                Company will, for a period of three years after the Closing,
                make or cause to be made available to Seller upon reasonable
                notice, during normal business hours and otherwise under
                reasonable circumstances so as not to interfere with Purchasers
                or the Company's business or personnel, all records of the
                Company acquired by Purchaser pursuant to this Agreement
                respecting periods and transactions prior to the Closing Date.
                Not less than twenty-one days prior to the destruction or other
                disposition of any such records, Purchaser will give Seller
                written notice of its intended disposition, and shall permit
                Seller to remove and retain any such records.

        5.      REPRESENTATIONS AND WARRANTIES BY SELLER. Seller hereby jointly
                and severally represent and warrant to Purchaser as follows:

        a.      ORGANIZATION, STANDING AND QUALIFICATION OF THE COMPANY. The
                Company is a corporation duly organized, validly existing and in
                good standing under the laws of England and Wales, its
                jurisdiction of incorporation. The Company has all requisite
                corporate power and authority to carry on its business as now
                being conducted and to own, lease or operate its properties as
                and in the places where such business is now conducted and such
                properties are now owned, leased or operated; and it is duly
                qualified, licensed or domesticated and in good standing as a
                foreign corporation authorized to do business in the
                jurisdictions listed on Schedule B, which are the only
                jurisdictions where the nature of the activities conducted by it
                or the character of the properties owned, leased or operated by
                it require such qualification, licensing or domestication,
                excepting such places where such failure will not materially
                adversely affect the business, assets or operations of the
                Company or Purchaser. Seller have delivered to Purchaser true
                and complete copies of the Company's Memorandum and Articles of
                Association, and all amendments thereto, certified as complete
                and correct by Seller.


                                      -6-
<PAGE>

        b.      PURCHASE AND SALES ORDERS. Seller have made available to
                Purchaser for review copies of all contracts, sales orders or
                commitments currently in effect by or on behalf of the Company.

        c.      SUBSIDIARIES. The Company has no subsidiaries. Except as set
                forth on Schedule C, the Company has no interest, direct or
                indirect, or any commitment to purchase any interest, direct or
                indirect, in any other corporation or in any partnership, joint
                venture or other business enterprise or entity. Except as set
                forth on Schedule C, Seller have conducted the business and
                owned the assets of the Company directly in the Company; except
                as set forth on Schedule C, the Company has conducted such
                business and owned such assets only through its direct ownership
                thereof and not through any other direct or indirect subsidiary
                or affiliate of either the Company or any Seller Entity.

        d.      TRANSACTIONS WITH CERTAIN PERSONS. Except as set forth on
                Schedule C, between the Balance Sheet Date (as defined in
                Section 5.(i)) and the Execution Date, the Company has not,
                directly or indirectly, purchased, leased or otherwise acquired
                any property or obtained any services from, or sold, leased or
                otherwise disposed of any property or furnished any services to,
                or otherwise dealt with, either Seller, any Seller Entity, or
                any affiliate of any of them; the Company owes no amount to any
                shareholder, director, officer, employee or consultant of the
                Company (except for current compensation for not more than one
                regular pay period), any Seller, any Seller Entity or any
                affiliate of any of them, and none of such persons owes any
                amount to the Company; and no part of the property or assets of
                any Seller or any Seller Entity or any affiliate of any of them
                is used by the Company or is required to be used by the Company
                to conduct its business as now being conducted.

        e.      EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT; AUTHORITY.
                Except as set forth on Schedule C, neither the execution,
                delivery nor performance of this Agreement by the Seller does
                now nor will, with or without the giving of notice or the
                passage of time, or both, conflict with, result in a default,
                right to accelerate, loss of rights under, or give rise to any
                increase in interest rates, rentals or other costs related to,
                or result in the creation of any lien, charge or encumbrance
                pursuant to, any provision of the Company's certificate of
                incorporation or by-laws or any operating license,
                authorization, franchise, mortgage, deed of trust, law, rule or
                regulation, or any lease, license or agreement, or any order,
                judgment or decree to which either the Company or the Seller is
                a party or by which any of them or any property of any of them
                may be bound or affected. The Company and the Seller has the
                full power and authority to enter into this Agreement and to
                carry out the transactions contemplated hereby, and all
                proceedings or corporate action required to be taken by the
                Company and the Seller to authorize the execution, delivery and
                performance of this Agreement and the consummation of the
                transactions contemplated hereby have been properly taken and
                not revoked. This Agreement constitutes a valid and binding
                obligation of each of the


                                      -7-
<PAGE>

                Company and the Seller and is enforceable against each of them
                in accordance with its terms.

        f.      CAPITALIZATION. Set forth on Schedule D is a complete list of
                all classes and amounts of capital stock or other equity which
                the Company is authorized to issue. Only those shares and
                interests set forth on Schedule D as issued and outstanding are
                issued and outstanding. There are no outstanding subscriptions,
                options, warrants, calls, contracts, demands, commitments,
                convertible securities or other agreements or arrangements of
                any character or nature whatsoever under which the Company is or
                may become obligated to issue, assign or transfer any shares of
                any capital stock of the Company at any time or which could
                otherwise impair or hinder the ability of the Seller to convey
                the Sportshow Shares to Purchaser at the Closing or which could
                cause Purchaser, after the Closing, to own less than 100% of the
                Sportshow Shares.

        g.      OWNERSHIP OF THE ASSETS. Except as set forth on Schedule C, all
                of the Assets are owned by the Company beneficially and of
                record, free and clear of any liens, claims, encumbrances or
                restrictions of any kind.

        h.      OWNERSHIP OF SPORTSHOW SHARES. Except as set forth on Schedule
                C, all of the Sportshow Shares are owned by the Seller
                beneficially and of record, free and clear of any liens, claims,
                encumbrances or restrictions of any kind. At the Closing, Seller
                will convey to Purchaser good title to all of the Sportshow
                Shares, free and clear of any liens, claims, encumbrances or
                restrictions of any kind.

        i.      FINANCIAL STATEMENTS. The Company has delivered to Purchaser
                copies (identified with a reference to this Section of this
                Agreement) of the following financial statements (hereinafter
                collectively called the "Financial Statements") prepared by the
                Company, all of which have been prepared from the books and
                records of the Company in accordance with the basis of
                accounting used to prepare the Company's income tax returns
                (commonly known as the "Accrual Basis of Accounting"), applied
                on a basis consistent with the principles applied in the
                preparation of prior financial statements of the Company, and
                each of which has been compiled by Leigh, Saxton, Green:

                i.      a compiled balance sheet of the Company (the "Balance
                        Sheet") as at March 31, 2003 (the "Balance Sheet Date"),
                        and compiled financial statements of the Company as at
                        March 31, 2003 and 2002.

                        The statements of income contained in such financial
                        statements do not contain any items of special or
                        nonrecurring income or any other income not earned in
                        the ordinary course of business except as expressly
                        specified therein. The Company has delivered to
                        Purchaser a copy of the Balance Sheet annotated to
                        provide accurate tax basis information (the "Tax Basis
                        Information") prepared from the asset records of the
                        Company reflecting, on an asset-by-asset basis, the then
                        current tax basis, historical cost,


                                      -8-
<PAGE>

                        method of depreciation and accumulated book and tax
                        depreciation of the Company for each asset, together
                        with schedules showing the book and tax basis of the
                        Company in its receivables and other assets. The Company
                        has made available to Purchaser the relevant records and
                        ledgers maintained by the Company, all of which are
                        complete and correct, showing tax and book basis,
                        historical cost, method of depreciation and accumulated
                        book basis, and tax depreciation by individual asset all
                        of which are complete and correct. The Closing Date Tax
                        Basis Information will be prepared on a basis consistent
                        with the preparation of the Tax Basis Information, and
                        will be accurate.

        j.      ABSENCE OF UNDISCLOSED LIABILITIES. Except as fully shown or
                provided for on the face of the Balance Sheet (excluding the
                notes thereto), as of the Balance Sheet Date, the Company had no
                debts, liabilities or obligations (whether absolute, accrued,
                contingent or otherwise) of any nature whatsoever required to be
                shown or provided for thereon pursuant to generally accepted
                accounting principles consistently applied, including, without
                limitation, any liabilities incurred in respect of or measured
                by the Company's income or property, or authorized or
                outstanding capital stock, for any period prior to the close of
                business on the Balance Sheet Date, or any debts, liabilities or
                obligations relating to or arising out of any act, transaction,
                circumstance or state of facts which occurred or existed on or
                before the Balance Sheet Date whether or not then known, due or
                payable (but excluding debts, liabilities or obligations which
                do not, individually or in the aggregate, exceed (pound)5,000).
                As of the Balance Sheet Date, there were no contingent
                liabilities which were not adequately provided for in the
                Balance Sheet or disclosed in the notes thereto. Except as will
                be fully shown or provided for on the face of the Closing Date
                Balance Sheet (excluding the notes thereto), as of the Closing
                Date, the Company will have no debts, liabilities or obligations
                (whether absolute, accrued, contingent or otherwise) of any
                nature whatsoever required to be shown or provided for thereon,
                including, without limitation, any liabilities incurred in
                respect of or measured by the Company's income or property, or
                authorized or outstanding capital stock, for any period prior to
                the close of business on the Closing Date, or any debts,
                liabilities or obligations relating to or arising out of any
                act, transaction, circumstance or state of facts relating to the
                Company which occurred or existed on or before the close of
                business on the Closing Date, whether or not then known, due or
                payable (but excluding debts, liabilities or obligations which
                do not, individually or in the aggregate, exceed (pound)5,000).

        k.      TAXES. All taxes, including, without limitation, income,
                property (real and personal), sales, use, franchise, added
                value, employees' income withholding, social security taxes and
                withholding taxes for payments made to foreign persons, imposed
                by HM Government or by or by any foreign country or by any
                state, municipality, subdivision or instrumentality of the
                United Kingdom or of any foreign country, or by any other taxing
                authority, which are now due or payable by the Company, or by
                any Seller in respect of the Company, and all interest and


                                      -9-
<PAGE>

                penalties thereon, whether disputed or not, have been paid in
                full or adequately provided for, and all tax returns required to
                be filed in connection therewith have been accurately prepared
                and duly and timely filed and all deposits required by law to be
                made by the Company with respect to such taxes have been duly
                made, or will at any time hereafter be or become due or payable
                by the Company, or by any Seller in respect of the Company, for
                all periods through the Closing Date, and all interest and
                penalties thereon, whether disputed or not, will on the Closing
                Date have been paid in full, or appropriate reserves therefor
                established, and all tax returns required to be filed in
                connection therewith will be accurately prepared and duly and
                timely filed and all deposits required by law to be made by the
                Company with respect to such taxes will be duly made. The
                Company is not delinquent in the payment of any foreign or
                domestic tax, assessment or governmental charge or deposit, the
                Company has no tax deficiency or claim outstanding, proposed or
                assessed against it, and, to the best knowledge of each of the
                Company and each Seller, there is no basis for any such
                deficiency or claim. There is not now in force any extension of
                time with respect to the date on which any tax return was or is
                due to be filed by or with respect to or any other waiver or
                agreement by the Company, for the extension or for the
                assessment of any agreement currently in effect, or which was
                during the past three years in effect, to which the Company was
                or is a party. The Closing Date Balance Sheet will reflect
                adequate reserves for all taxes. The Company has no liability,
                and will not at Closing have any liability, for any taxes of any
                Seller or any Seller Entity, whether resulting from or arising
                out of the Company's being part of a consolidated group at any
                point in time or for any period or otherwise. No properties or
                assets of the Company on the Closing Date will be subject to any
                lien respecting any taxes of the Company or any Seller or any
                Seller Entity.

        l.      ABSENCE OF CHANGES OR EVENTS. Except as set forth in Schedule F,
                from the Balance Sheet Date through the date hereof, the Company
                has conducted its business only in the ordinary course, and the
                Company has not (and Seller has not with respect to the Assets
                or business of the Company):

                i.      incurred any obligation or liability, absolute, accrued,
                        contingent or otherwise, whether due or to become due,
                        except current liabilities for trade or business
                        obligations incurred in the ordinary course of business
                        and consistent with prior practice;

                ii.     discharged or satisfied any lien, charge or encumbrance
                        other than those then required to be discharged or
                        satisfied, or paid any obligation or liability,
                        absolute, accrued, contingent or otherwise, other than
                        current liabilities shown on the Balance Sheet and
                        current liabilities incurred since the Balance Sheet
                        Date, in each case in the ordinary course of business
                        and consistent with the Company's prior practice, and in
                        each case not before then due;


                                      -10-
<PAGE>

                iii.    mortgaged or pledged any of its property, business or
                        assets, tangible or intangible, or subjected to lien,
                        charge, security interest or any other encumbrance or
                        restriction any property, business or assets, tangible
                        or intangible;

                iv.     sold, transferred or otherwise disposed of any business
                        with any of its customers to any other entity; sold,
                        transferred, leased to others or otherwise disposed of
                        any of its assets or canceled or compromised any debt or
                        claim, or waived or released any right of a substantial
                        value, except in the ordinary course of business and
                        consistent with prior practice;

                v.      received any notice of termination of or default under
                        any contract, lease or other agreement or suffered any
                        damage, destruction or loss (whether or not covered by
                        insurance) which, in any case or in the aggregate, has
                        had or may have a materially adverse effect on its
                        assets, operations or prospects;

                vi.     been made a party to, or been threatened to be made a
                        party to, any claim, action, or by any current or former
                        employee or director or consultant or contractor under
                        current UK and EU employment legislation; or breached
                        any current UK or EU employment legislation with respect
                        to the rights of employees or contractors, nor breached
                        any employment-related laws or regulations that were in
                        force at the time of employment of any current or
                        previous employee;

                vii.    transferred or granted any rights under, or entered into
                        any settlement regarding the breach or infringement of,
                        any license, patent, copyright, trademark, trade name,
                        service mark, service name, invention, computer
                        software, license or similar intellectual property
                        rights, or modified any existing rights with respect
                        thereto, or received notice that any other party thereto
                        intended or desired to modify or alter any existing
                        rights with respect thereto;

                viii.   made any change in the rate of compensation, commission,
                        bonus or other direct or indirect remuneration payable,
                        or paid or agreed or orally promised to pay,
                        conditionally or otherwise, any bonus, extra
                        compensation, pension, severance or vacation pay, or any
                        other employment-related benefit (such as reimbursement
                        for tuition for employment-related studies) to any
                        Seller or any director, officer, employee, salesman,
                        distributor or agent of the Company;

                ix.     issued or sold or transferred (or acknowledged the
                        issuance, sale or transfer of) any shares of its capital
                        stock or other securities, or issued, granted or sold
                        any options, rights or warrants with respect thereto, or
                        acquired any capital stock or other securities of any
                        corporation or any


                                      -11-
<PAGE>

                        interest in any business enterprise, or otherwise made
                        any loan or advance to or investment in any person, firm
                        or corporation;

                x.      made any capital expenditures or capital additions or
                        betterments in excess of (pound)5,000 in any single case
                        and (pound)20,000 in the aggregate;

                xi.     changed its banking or safe deposit arrangements;

                xii.    instituted, settled or agreed to settle any litigation,
                        action or proceeding before any court or governmental
                        body relating to it or its property;

                xiii.   failed to replenish its supplies in a normal and
                        customary manner consistent with its prior practice and
                        prudent business practices prevailing in the industry,
                        or made any purchase commitment materially in excess of
                        the normal, ordinary and usual requirements of its
                        business or at any price in excess of the then current
                        market price or upon terms and conditions more onerous
                        than those usual and customary in the industry, or made
                        any change in its selling, pricing, advertising or
                        personnel practices inconsistent with prudent business
                        practices prevailing in the industry; or

                xiv.    otherwise suffered any material adverse change in its
                        business, prospects, financial condition, or relations
                        with its vendors or customers.

        m.      LITIGATION. Except as set forth in Schedule F, there is no legal
                action, suit, arbitration, governmental investigation or other
                legal or administrative proceeding, nor any order, decree or
                judgment in progress, pending or in effect against or relating
                to the Company, the Company's officers, directors or employees,
                any Seller, or any properties, assets or business or the
                transactions contemplated by this Agreement. Except as set forth
                in Schedule F, there is no claim, and to the best knowledge of
                the Company and each Seller, there is not presently threatened,
                any claim, legal action, suit, arbitration, governmental
                proceeding, nor any order or decree, against or relating to the
                Company, its officers, directors, or employees, properties,
                assets or business or any Seller, or the transactions
                contemplated by this Agreement which could reasonably be
                expected to have, individually or in the aggregate, a material
                adverse effect on the condition (financial or otherwise),
                properties, assets, liabilities, business, operations or
                prospects of the Company or the transactions contemplated by
                this Agreement.

        n.      COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. Except as set forth
                in Schedule G, the Company has complied, and is now in
                compliance, and no Seller has taken any action, and has not
                omitted to take any action, which would cause the Company not to
                have complied or be in such compliance, with all existing laws,
                rules, regulations, ordinances, orders, judgments and decrees
                now or hereafter applicable to the business, properties or
                operations of the Company as presently conducted, excepting only
                such noncompliance therewith which is unknown to


                                      -12-
<PAGE>

                both the Company and each Seller and which would not have,
                individually or in the aggregate, a material adverse effect on
                the business, assets, financial condition or prospects of the
                Company. Except as set forth in Schedule G, neither the present
                ownership nor present use of the Company's properties nor the
                present conduct of the Company's business violates, or with or
                without the giving of notice or the passage of time, or both,
                will violate, conflict with or result in a default, right to
                accelerate or loss of rights under, any terms or provisions of
                the Company's certificate of incorporation or by-laws or any
                operating license or authorization, any order, judgment or
                decree to which the Company is a party or by which it may be
                bound or affected, or any lien, encumbrance, mortgage, deed of
                trust, lease, license, agreement, law, ordinance, rule or
                regulation, in each case as presently in effect, or conflicts
                with the rights of any other person, firm or corporation. The
                Company has not committed, knowingly or unknowingly, any
                breaches of UK or EU environmental legislation applicable to the
                Company's current or past operations (an "Environmental
                Regulation"), which could reasonably be expected to have an
                adverse effect on the condition (financial or otherwise),
                properties, assets, liabilities, business, operations or
                prospects of the Company or Purchaser or the transactions
                contemplated by this Agreement which would be material or, in
                any event, exceed(pound)10,000, or would be cause for any such
                government or agency to impose any lien or encumbrance upon the
                Company, its business, Purchaser, the Sportshow Shares or the
                business transferred pursuant to this Agreement.

        o.      TITLE TO PROPERTIES. Except as set forth on Schedule H, the
                Company has good title to all the properties and assets it owns
                or uses in its business or purports to own, including, without
                limitation, those reflected on the Balance Sheet (except assets
                sold after the Balance Sheet Date in the ordinary course of
                business). The Company will at the Closing have (subject only to
                those exceptions set forth in this Section 5.(o)) good title to
                all the properties and assets which will be reflected on the
                Closing Date Balance Sheet. Except as set forth on Schedule H,
                none of the properties and assets referred to in the preceding
                sentences of this Section 5.(o) is subject to any mortgage,
                pledge, lien, charge, security interest, encumbrance,
                restriction, lease, license, easement, liability or adverse
                claim of any nature whatsoever, direct or indirect, whether
                accrued, absolute, contingent or otherwise. Except as set forth
                on Schedule H, the properties and assets owned, leased or used
                by the Company are now, and will on the Closing Date be, in good
                operating condition and repair (excepting minor defects which do
                not affect their value or use in the normal operations of the
                Company), are now, and will on the Closing Date be, adequate and
                sufficient for all of the Company's current operations, are used
                in the business of the Company, include all properties and
                assets necessary to conduct the Company's present business, and
                will, at the Closing, include all properties and assets
                necessary to conduct the Company's business.


                                      -13-
<PAGE>

        p.      SCHEDULES. Attached hereto as Schedule H is a separate schedule
                containing an accurate and complete list (divided into
                subschedules by subdivision of this Section 5.(p)) of:

                i.      All real property owned by the Company or in which the
                        Company has a leasehold or other interest or which is
                        used or required to be used by the Company in connection
                        with the operation of its business, together with a
                        description of each lease, sublease, license or any
                        other instrument under which the Company claims or holds
                        such leasehold or other interest or right to the use
                        thereof or pursuant to which it has assigned, sublet or
                        granted any rights therein;

                ii.     The name of each customer or client which accounted for
                        any of the Company's gross revenues and the name of each
                        vendor that accounted for any of the Company's total
                        purchases in the twelve-month period ended on the
                        Balance Sheet Date, as such information is maintained on
                        the Company's computer data base;

                iii.    As of the Balance Sheet Date, a schedule of all of the
                        Company's receivables (which includes without limitation
                        accounts receivable, loans receivable and any advances,
                        as well as all receivables between and among the
                        Company, and Seller, and any of them or affiliates of
                        any of them), showing separately those receivables which
                        have been outstanding as of such date not more than 30
                        days; more than 30 days but not more than 60 days; more
                        than 60 days but not more than 90 days; more than 90
                        days; together with information of the type normally
                        generated by the Company on such lists as to each such
                        listed receivable which has been outstanding for more
                        than 60 days and identifying all receivables as to which
                        there is any pending or threatened dispute relating to
                        the amount or the collectability of any such receivable;

                iv.     All patents, patent applications, patent licenses,
                        trademarks, trademark registrations, and applications
                        therefor, service marks, service mark registrations and
                        applications therefor, service names, trade names,
                        copyrights and copyright registrations, and applications
                        therefor, computer software (together with all
                        documentation and operating instructions on all hardware
                        and software) and all other intellectual property wholly
                        or partially owned or held by the Company or used in the
                        operation of its business; all of the Company's
                        operating rights, any and all other rights,
                        certificates, licenses and authorizations relating to
                        the conduct of the Company's business;

                v.      All fire, theft, casualty, liability and other insurance
                        policies insuring the Company and its properties,
                        specifying with respect to each such policy the name of
                        the insurer, the risk insured against, the limits of
                        coverage, the deductible amount (if any), the premium
                        rate, the date through which


                                      -14-
<PAGE>

                        coverage will continue by virtue of premiums already
                        paid and a history of claims relating to the assets,
                        properties, liabilities or business of the Company since
                        March 1, 2003. Except as disclosed in Schedule H, such
                        policies provide adequate coverage for all normal risks
                        incident to the Company's assets, properties and
                        business operations;

                vi.     All sales or distributorship agreements and
                        arrangements, or other material agreements or
                        arrangements to which the Company is a party or by which
                        it is bound providing for, or pursuant to which, persons
                        or entities other than the Company's own employees sell
                        or distribute the Company's products or services;

                vii.    All contracts, agreements, commitments or licenses
                        relating to patents, trademarks, trade names,
                        copyrights, inventions, processes, know-how, formulae,
                        trade secrets, software, hardware, or maintenance or
                        service agreements (whether for computers or the other
                        assets or intellectual property rights included in the
                        Assets);

                viii.   All loan agreements, indentures, mortgages, pledges,
                        conditional sale or title retention agreements, security
                        agreements, guaranties, and leases or lease purchase
                        agreements to which the Company is a party or by which
                        it is bound, in the case of leases, lease purchase
                        agreements, conditional sale or title retention
                        agreements requiring an expenditure of more than
                        (pound)10,000 and which, in the case of leases and lease
                        purchase agreements, cannot be terminated without
                        penalty, forfeiture or loss, or which will not be fully
                        performed within ninety days;

                ix.     All contracts, agreements, commitments or other
                        understandings or arrangements to which the Company is a
                        party or by which it or any of its property is bound or
                        affected which are, individually or in the aggregate,
                        material to the Company, the Company's business, the
                        Company's Assets or the Company's operations;

                x.      All collective bargaining agreements, employment and
                        consulting agreements, executive compensation plans,
                        bonus plans, deferred compensation agreements, employee
                        pension plans or retirement plans, employee stock
                        options or stock purchase plans, employee savings plans,
                        and group life, health and accident insurance and other
                        significant employee benefit plans, agreements,
                        arrangements or commitments, whether or not legally
                        binding, including, without limitation, severance,
                        holiday, vacation, Christmas and other bonus practices,
                        to which the Company is a party or bound or which relate
                        to the operation of its business;

                xi.     The names and current annual salary rates of all persons
                        who are currently being compensated (directly or
                        indirectly) by the Company at a rate equal


                                      -15-
<PAGE>

                        to or in excess of (pound)15,000 per annum, and for each
                        such person the amounts paid or payable as compensation
                        for the year ending December 31, 2003, and a history of
                        all raises and bonuses for such persons during the past
                        two years;

                xii.    The names of all directors and officers of the Company,
                        the name of each bank in which the Company has an
                        account or safe deposit box and the names of all persons
                        authorized to draw thereon or have access thereto; and
                        the names of all persons, if any, holding tax or other
                        powers of attorney from the Company and a summary of the
                        terms thereof; and

                xiii.   The location and description of any property in which
                        the Company has any interest and which is not located on
                        the Company's premises.

                        Except as disclosed in Schedule H, all of the contracts,
                        agreements, leases, licenses and commitments listed or
                        required to be listed on Schedule H or any other
                        Schedule to this Agreement (other than those which have
                        been fully performed) are valid and binding, enforceable
                        in accordance with their respective terms, in full force
                        and effect and, except as otherwise specified in
                        Schedule H, will be unaffected by the sale of the
                        Sportshow Shares to Purchaser hereunder so that, after
                        such sale, the Company will be entitled to the full
                        remaining benefits thereof (with the exception of minor
                        deficiencies or problems not rising, individually or in
                        the aggregate, to significant levels), except those
                        which, individually or in the aggregate, could not
                        reasonably be expected to have a material adverse effect
                        on the condition (financial or otherwise), properties,
                        assets, liabilities, business, operations or prospects
                        of the Company or Purchaser or the transactions
                        contemplated by this Agreement. Except as disclosed in
                        Schedule H, there is not under any contract, agreement,
                        lease, license or commitment listed or required to be
                        listed on Schedule H or any other Schedule to this
                        Agreement, any existing default by the Company, or event
                        which, after notice or lapse of time, or both, would
                        constitute a default by the Company or result in a right
                        to accelerate against the Company or loss of rights by
                        the Company, except those which, individually or in the
                        aggregate, could not reasonably be expected to have a
                        material adverse effect on the condition (financial or
                        otherwise), properties, assets, liabilities, business,
                        operations or prospects of the Company or Purchaser or
                        the transactions contemplated by this Agreement. Except
                        as disclosed in Schedule H, none of the Company's
                        existing or completed contracts is subject to
                        renegotiation with any governmental body. True and
                        complete copies of all such contracts, agreements,
                        leases, licenses and other documents listed or required
                        to be listed on Schedule H and each other Schedule to
                        this Agreement (together with any and all amendments
                        thereto), certified on behalf of the Company, have been
                        delivered to Purchaser. Except as disclosed in Schedule
                        H, the Company knows of no


                                      -16-
<PAGE>

                        default, or event which, after notice or lapse of time,
                        or both, would become a default, by any party other than
                        the Company to any contract, agreement, lease, license,
                        commitment or document listed on Schedule H under any
                        such contract, agreement, lease, license, commitment or
                        document, with the exception of those which,
                        individually or in the aggregate, could not reasonably
                        be expected to have a material adverse effect on the
                        condition (financial or otherwise), properties, assets,
                        liabilities, business, operations or prospects of the
                        Company or Purchaser or the transactions contemplated by
                        this Agreement.

        q.      CERTAIN AUTHORIZATIONS, PATENTS, ETC. The Company owns or
                possesses the royalty-free licenses or other rights to use the
                copyrights, trademarks, service marks, service names, trade
                names, patents, trade secrets, computer software and other
                proprietary intellectual property rights necessary to conduct
                its business as it is presently operated. The Company is not
                infringing upon or otherwise acting adversely to any license,
                copyright, trademark, trademark right, service mark, service
                name, trade name, patent, patent right, license, trade secret,
                computer software or other proprietary intellectual property
                right owned by any other person or persons. There is no claim or
                action by any such other person pending, or to the knowledge of
                the Company or the Seller threatened, against either the Company
                or the Seller with respect to any of the rights or property
                referred to in this Section 5.(q).

        r.      NO GUARANTIES. Except as set forth on Schedule B, the Company
                has not guaranteed the obligations or liabilities of any other
                person, firm or corporation, and none of the Company's business,
                properties or assets is subject to any guaranty by the Company,
                any Seller Entity, or the Seller.

        s.      RECEIVABLES. Except as disclosed in Schedule I, all receivables
                of the Company (including without limitation accounts
                receivable, loans receivable and advances) which are reflected
                in the Balance Sheet, and all such receivables which will have
                arisen since the date thereof through the Closing Date, shall
                have arisen only from bona fide transactions in the ordinary
                course of business.

        t.      RECORDS. The books of account of the Company are, and will at
                the Closing be, complete and correct in all material respects,
                and there have been, and there will have been at the Closing, no
                transactions involving the business of the Company which
                properly should have been set forth therein and which have not
                been accurately so set forth.

        u.      EMPLOYEE BENEFIT PROGRAMS.

                i.      Except as set forth on Schedule N, the Company has
                        maintained no Employee Program (as defined below) and
                        has acquired no company which maintained any Employee
                        Program with respect to which either the Company or
                        Purchaser has or could have any liability following the


                                      -17-
<PAGE>

                        Closing Date. For purposes of this section "Employee
                        Program" means any program, scheme or benefit set in
                        place for the benefit of employees including, but not
                        limited to, bonus schemes, pension schemes, share option
                        schemes health insurance and any benefit-in-kind
                        schemes.

                v.      ABSENCE OF CERTAIN BUSINESS PRACTICES. Neither the
                        Company, nor any Seller, nor any of their respective
                        officers, nor, to the best knowledge of the Company or
                        the Seller, any employees or agents, nor any other
                        person acting on behalf of any of them, has, directly or
                        indirectly, since January l, 1997, given or agreed to
                        give any gift or similar benefit to any customer,
                        supplier, governmental employee or other person who is
                        or may be in a position to help or hinder the business
                        of the Company which might subject the Company to any
                        damage or penalty in any civil, criminal or governmental
                        litigation or proceeding, if not given in the past,
                        could reasonably be expected to have had a material
                        adverse effect on the assets, business, operations or
                        prospects of the Company as reflected in the Financial
                        Statements, or if not continued in the future, could
                        reasonably be expected to have a material adverse effect
                        on the assets, business, operations or prospects of the
                        Company. Each of the Company and the Seller know of no
                        breach or violation, since January 1, 1997, of any law,
                        rule, regulation, ordinance, order, judgment or decree
                        in effect at the time respecting the types of actions
                        referred to in this Section 5.(w).

                w.      DISCLOSURE. No representation or warranty by or on
                        behalf of any Seller contained in this Agreement, in any
                        Schedule hereto, in any agreement entered into pursuant
                        hereto or in connection herewith, in the Financial
                        Statements, in the Tax Basis Information, in the Closing
                        Date Tax Basis Information, in any certificate delivered
                        at Closing, in any certificate delivered pursuant to
                        Section 7, or in any other certificate which states that
                        it is delivered pursuant to or in connection with this
                        Agreement (certificates referred to in this sentence are
                        sometimes referred to herein individually as an
                        "Agreement Certificate" and collectively as the
                        "Agreement Certificates"), contains or will contain any
                        untrue statement of a material fact, or omits or will
                        omit to state any material fact required to make the
                        statements herein or therein contained not misleading.
                        Except as set forth in this Agreement, in any Schedule
                        hereto, in any agreement entered into pursuant hereto or
                        in connection herewith, in the Financial Statements, or
                        in any Agreement Certificate delivered at or prior to
                        the execution hereof, neither the Company nor the Seller
                        is aware of any event or condition which could
                        reasonably be expected to have a material adverse effect
                        on the condition (financial or otherwise), properties,
                        assets, liabilities, business or prospects of the
                        Company. Any and all representations and warranties
                        respecting or relating to the actions, knowledge,
                        condition, assets, liabilities, business, operations or
                        prospects of Seller or the Company made in this
                        Agreement, in any Schedule hereto, in any agreement
                        entered into pursuant hereto or in connection herewith,
                        in the Financial Statements, in the Tax Basis
                        Information, in the Closing Date Tax Basis Information,
                        or in any Agreement Certificate are for all purposes the
                        joint and several representations and warranties of each
                        Seller. In connection with any claim by or on behalf of
                        Purchaser asserting that any representation or warranty
                        contained in this Agreement, in the Schedules hereto, in
                        the agreements entered into pursuant hereto or in
                        connection herewith,


                                      -18-
<PAGE>

                        in the Financial Statements, in the Tax Basis
                        Information, in the Closing Date Tax Basis Information,
                        or in any Agreement Certificate has been breached or
                        violated, it shall not constitute a defense available to
                        Seller or any other person that Purchaser and/or its
                        representatives knew or should have known that any such
                        representation or warranty was or might have been
                        inaccurate in any respect.

                x.      SUPPLIERS AND CUSTOMERS. Except as set forth on Schedule
                        K, the relationship of the Company with each of its
                        suppliers and customers accounting for sales to or
                        purchases from the Company in excess of(pound)2,000
                        annually is a good commercial working relationship (such
                        suppliers and customers being sometimes hereinafter
                        referred to as the "Major Suppliers" and the "Major
                        Customers", respectively), and the relationships of the
                        Company with its other suppliers and customers are, in
                        the aggregate, good commercial working relationships.
                        Except as set forth on Schedule K, no Major Supplier or
                        Major Customer of the Company has canceled or otherwise
                        terminated or threatened in writing to cancel or
                        otherwise terminate their respective relationships with
                        the Company or have during the 12 months immediately
                        prior hereto decreased materially, or threatened to
                        decrease or limit materially, their services, supplies
                        or materials to the Company, or usage of the services or
                        products of the Company. Except as set forth on Schedule
                        K, neither the Company nor Seller has any notice that
                        any such Major Supplier or Major Customer intends to
                        cancel, fail to renew or otherwise, in any material
                        respect adverse to the Company, modify their
                        relationships with the Company or to decrease materially
                        or limit their services, supplies or materials to the
                        Company, or their purchase of the services of products
                        of the Company, and, except as set forth on Schedule K,
                        the Company and Seller know of no reason why the
                        transaction contemplated hereby would adversely affect
                        the relationship of the Company with any such Major
                        Supplier or Major Customer.

                y.      THE CLOSING DATE BALANCE SHEET. The Closing Date Balance
                        Sheet will be prepared from the books and records of the
                        Company in accordance with Section 2.(b).

        6.      REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser hereby
                represents and warrants to the Company as follows:


                                      -19-
<PAGE>

                a.      ORGANIZATION AND STANDING. Purchaser is a corporation
                        duly organized, validly existing and in good standing
                        under the laws of its jurisdiction of incorporation set
                        forth above. Purchaser has full power and authority to
                        enter into this Agreement and to carry out the
                        transactions contemplated hereby.

                b.      EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT;
                        AUTHORITY. Neither the execution, delivery nor
                        performance of this Agreement by Purchaser will, with or
                        without the giving of notice or the passage of time, or
                        both, conflict with, result in a default, right to
                        accelerate or loss of rights under, or result in the
                        creation of any lien, charge or encumbrance pursuant to,
                        any provision of Purchaser's Certificate of
                        Incorporation or any franchise, mortgage, deed of trust,
                        law, rule or regulation, or any material lease, license
                        or agreement, or any order, judgment or decree to which
                        Purchaser is a party or by which it or any of its
                        property may be bound or affected. Purchaser has the
                        full power and authority to enter into this Agreement
                        and to carry out the transactions contemplated hereby,
                        all proceedings or corporate action required to be taken
                        by Purchaser to authorize the execution, delivery and
                        performance of this Agreement and consummation of the
                        transactions contemplated hereby have been properly
                        taken and this Agreement constitutes a valid and binding
                        obligation of Purchaser, enforceable in accordance with
                        its terms.

                c.      LITIGATION. There is no legal action, suit, arbitration,
                        governmental investigation or other legal or
                        administrative proceeding, nor any order, decree or
                        judgment in progress, pending or in effect against or
                        relating to Purchaser in connection with or relating to
                        the transactions contemplated by this Agreement. There
                        is no (and to the best knowledge of Purchaser, there is
                        not presently threatened any) claim, legal action, suit,
                        arbitration, governmental proceeding, nor any order or
                        decree, against or relating to Purchaser in connection
                        with or relating to the transactions contemplated by
                        this Agreement which could reasonably be expected to
                        have, individually or in the aggregate, a material
                        adverse effect thereon.

        7.      CONDUCT OF BUSINESS PRIOR TO CLOSING. From and after the date
                hereof, Seller shall use their best efforts to cause Company to
                conduct its business and affairs only in the ordinary course and
                consistent with prior practices, and to maintain, keep and
                preserve its assets and properties in good condition and repair
                (it being understood that occasional breakdowns which do not
                materially affect the value of such assets and properties will
                nonetheless occur from time to time) and maintain insurance
                thereon in accordance with present practices, and Seller will
                use their best efforts to preserve the business and organization
                of Company intact, to keep available to Purchaser the services
                of the Company's officers and employees and to preserve for the
                benefit of Purchaser the goodwill of Company's suppliers and
                customers and others having business relations with the Company;
                provided, that Company will not have any accounts payable which
                shall have been, at the Closing,


                                      -20-
<PAGE>

                outstanding for a period of time (in any event, not more than
                forty-five days after the date the same shall be due) greater
                than Company customarily waits before paying such accounts
                payable. Seller shall give Purchaser prompt written notice of
                any change in any of the information contained in the
                representations and warranties made in Section 5 or the
                Schedules referred to therein which occurs prior to the Closing.
                Without limiting the generality of the foregoing, prior to the
                Closing the Company will not, and Seller will not permit Company
                to:

                a.      change its certificate of incorporation or by-laws or
                        merge or consolidate or obligate itself to do so with or
                        into any other entity;

                b.      enter into any contract, agreement, commitment or other
                        understanding or arrangement that would have been
                        required to be listed under subsection (i), (v) (except
                        that the Company may renew or replace expiring or
                        terminating insurance policies with policies having
                        substantially the same coverage for approximately the
                        same, or fair market, premiums), (vi), (vii), (viii),
                        (ix)(except for entering into ordinary course agreements
                        which are not individually material to Purchaser or the
                        Company in connection with the ordinary course operation
                        of Company's business), (x) or (xiii) of Section 5(l);
                        or

                c.      perform, take any action or incur or permit to exist any
                        of the acts, transactions, events or occurrences of the
                        type described in subsection (i), (ii), (iii), (iv),
                        (v), (viii), (ix), (x), (xi), (xii), (xiii), or (xiv) of
                        Section 5(l) which would have been inconsistent with the
                        representations and warranties set forth herein had the
                        same occurred after the Balance Sheet Date and prior to
                        the date hereof; or

                d.      otherwise take or cause to be taken any action which
                        could have any long-term or lasting effect of any kind
                        on the Company or with respect to the Company's business
                        or assets.

                        In the event that the Company engages prior to the
                        Closing in any act or activity described in Section 7,
                        Seller will give Purchaser prompt written notice
                        thereof. In the event that Seller engages prior to the
                        Closing in any act or activity described or referred to
                        in Section 7(a), (b), (c) or (d), Seller will give
                        Purchaser prompt written notice thereof. In furtherance
                        and not in limitation of the foregoing provisions of
                        this Section 7, (A) the Company shall not be entitled to
                        pay the Seller Transaction Costs (as defined in Section
                        15(i)), redeem any or all of Seller' Sportshow Shares,
                        or otherwise pay, directly or indirectly, to, for or on
                        behalf of Seller, any payment or amount for any reason
                        or purpose whatsoever, excepting only salary, payable
                        from the Execution Date at a rate of (pound)10,000 per
                        week, (B) the Company shall not be entitled to pay,
                        directly or indirectly, to, for or on behalf of Seller,
                        any payment or amount for any reason or purpose
                        whatsoever, excepting only salary, payable from the
                        Execution Date at the


                                      -21-
<PAGE>

                        same rate paid prior to March 31, 2003, and (C) Seller
                        shall, at or prior to the Closing, reimburse to
                        Purchaser the amount of any Seller Transaction Costs
                        borne by Seller with respect to services performed from
                        and after March 31, 2003, to the extent the same shall,
                        in the aggregate, exceed the lesser of (x) (pound)2,000
                        or (y) such amount, if any, as the financial statements
                        of Seller shall reflect as an accrued account payable of
                        Seller as of March 31, 2003.

        8.      ACCESS TO INFORMATION AND DOCUMENTS. The Seller has given, and
                has caused the Company to give, Purchaser and Purchaser's
                attorneys, accountants and other representatives full access to
                the Company's personnel, properties, documents, contracts, books
                and records, and has furnished Purchaser with copies of such
                documents (certified on behalf of the Company as to authenticity
                by an officer or other responsible employee of the Company if so
                requested by Purchaser), and with such information with respect
                to the affairs of the Company, as Purchaser has from time to
                time requested. No such furnishing of information to Purchaser
                or any investigation by Purchaser shall affect Purchaser's right
                to rely on any representations and warranties made in this
                Agreement.

        9.      PERSONNEL. Each Seller will use its best efforts (without
                expending or incurring any obligation to expend any money) to
                cause the Company to cause all the employees, independent
                contractors and sales personnel of the Company, including but
                not limited to those persons listed on Schedule J, to continue
                to provide their services to the Company after the date hereof
                and to Purchaser after the Closing Date. Each Seller will,
                promptly upon the Company's receipt thereof, advise Purchaser of
                the giving of notice of termination or cessation of employment
                or contract by any such employee, independent contractor or
                sales person of the Company, including but not limited to those
                persons listed on Schedule J.

        10.     NON-COMPETITION AGREEMENT. In consideration of the Purchase
                Price, and as part of the transaction contemplated hereby, for
                the period from the Closing Date through the second anniversary
                of the Closing Date (the "Covenant Period"), neither any Seller,
                nor any Seller Entity, will, directly or indirectly, through any
                third party or otherwise engage in, or acquire any interest in
                any business which is engaged in, the business of, or any
                business competitive with the business of, the Company or
                Purchaser on the date hereof, including but not limited to
                designing, manufacturing, marketing, selling or providing
                equipment, products or services related to webcasting or the
                delivery of video over IP networks in any state in the European
                Union or the United States or any other country in the world in
                which the Company, Seller, any Seller Entity, or Purchaser has
                designed, manufactured, marketed, sold or provided such
                equipment, products or services, or is at the time doing so, or
                has, at any time, planned or proposed to do so (altogether,
                including but not limited to the Americas, Europe and Asia, the
                "Covenant Area"), or directly or indirectly, engage, employ,
                recruit or solicit to engage, employ or recruit any person who
                is or was employed by the Company at any time after January 1,
                1997, for a period ending on the later of the date eighteen
                months after the date on which such person ceases to be employed
                by the Company and the last day of the Covenant Period; or
                directly or indirectly, solicit (for business of the same or of
                a competitive nature with the business of the Company) any
                person who is or was a customer of the Company at any time after


                                      -22-
<PAGE>

                January 1, 1997, for a period ending on the later of the date
                eighteen months after the date on which such person ceases to be
                a customer of the Company and the last day of the Covenant
                Period. Purchaser and each Seller recognize and acknowledge that
                the Company and Seller have been intimately involved in, and
                associated with, the manufacture, marketing, selling and
                providing such equipment and products in sports video production
                and the Covenant Area for more than nine years and have
                developed extensive personal knowledge and familiarity with the
                businesses of the Company, the personnel of the Company, and the
                customers and suppliers of the Company, both present and past.
                The parties recognize and acknowledge that the provisions of
                this Section 9 are of great importance and value to Purchaser.
                Seller recognize that the provisions of this Section 9 are
                necessary for Purchaser's protection, are reasonable restraints
                ancillary to the purchase of the Sportshow Shares, and that
                Purchaser would be irreparably damaged by a breach thereof and
                would not be adequately compensated by monetary damages.
                Purchaser, therefore, in addition to its other remedies, shall
                be entitled to an injunction from any court having jurisdiction
                restraining any violation or threatened violation of the
                provisions of this Section 9, without the necessity of proving
                monetary damages, and without the necessity of proving that
                monetary damages would be insufficient. If any provision of this
                Section 9 is held to be unenforceable because of the scope,
                duration or area of its applicability, the court making such
                determination shall have the power to modify such scope,
                duration or area, or all of them, and such provision shall then
                be applicable in such modified form. If, the foregoing
                notwithstanding, any provision of this Section 9 would be held
                to be invalid, prohibited or unenforceable in any jurisdiction
                for any reason, such provision, as to such jurisdiction, shall
                be ineffective to the extent of such validity, prohibition or
                unenforceability, without invalidating the remaining provisions
                of this Section 9 or affecting the validity or enforceability of
                such provision in any other jurisdiction.

        11.     CERTAIN ADDITIONAL COVENANTS.

                a.      CERTAIN EXAMINATIONS. At any time after the date hereof
                        and from time to time before the Closing, Seller and the
                        Company shall provide to Purchaser reasonable
                        opportunities to examine and inventory the video
                        equipment, video cameras, editing facilities,
                        automobiles, machinery, equipment, tools, inventory,
                        supplies, furniture, fixtures and fixed assets of the
                        Company, to verify that all assets and equipment are in
                        good operating condition. In addition, at any time after
                        the date hereof and from time to time before the
                        Closing, Purchaser shall have the right and opportunity
                        to observe the conduct of the business of the Company,
                        so as to enable


                                      -23-
<PAGE>

                        Purchaser and its officers and representatives to become
                        familiar with the business practices and procedures of
                        the Company.

                b.      CERTAIN DOCUMENTATION. Seller and the Company will
                        deliver to Purchaser at the Closing full documentation
                        and operating instructions and manuals for all computer
                        software and hardware, and all other equipment and
                        machinery, then owned or used by the Company, except
                        documentation for such items set forth at Schedule Q.

                c.      NON-DISCLOSURE. No party hereto will make any public or
                        private disclosure, prior to the Closing hereunder or
                        any termination hereof, of the terms or existence of
                        this Agreement to any person or entity without the prior
                        written consent and approval of all the other parties
                        hereto; PROVIDED, that Purchaser may provide copies of
                        this Agreement to prospective investors or lenders of
                        funds to accomplish the transaction contemplated by this
                        Agreement or to the extent disclosure is required in
                        connection with any filings Purchaser is making with the
                        United States Securities and Exchange Commission, or
                        other regulatory authorities. The parties understand and
                        agree that any unauthorized disclosure of the existence
                        or terms of this Agreement may disrupt and injure the
                        ongoing businesses of the Company and Purchaser, may
                        needlessly disturb and trouble their respective
                        employees, customers, vendors and creditors, and that
                        such non-disclosure is important to assure the smooth
                        transition of the businesses of the Company to Purchaser
                        at the Closing.

                d.      CONFIDENTIALITY. Prior to the Closing, Purchaser will
                        treat as confidential all Confidential Information
                        regarding the Company, whether heretofore or hereafter
                        received by Purchaser from the Company, whether received
                        orally, in the form of written material or whether based
                        on visual observations or presentations in the course of
                        visits to the facilities of the Company. For purposes of
                        this Section 10.(e), "Confidential Information" shall
                        include all financial statements, financial projections,
                        shareholders agreements and employment contracts, as
                        well as any other material which is contemporaneously
                        described or designated to Purchaser as "secret" and/or
                        "proprietary" and/or "confidential". Purchaser and
                        Seller acknowledge that all such Confidential
                        Information is and will remain the property of the
                        Company. Except for use within the organization of
                        Purchaser, including but not limited to its employees,
                        accountants, attorneys, stock holders, consultants,
                        financial and lending institutions and prospective
                        investors, to further the purposes and investigations
                        contemplated by this Agreement, Purchaser will not
                        duplicate, publish or disclose to anyone or authorize
                        anyone else to duplicate, publish or disclose any
                        information concerning the Company's business methods,
                        sources of supply or customers, or information regarding
                        the Company's materials or equipment, or information
                        concerning any techniques used or being developed for
                        use by the Company, without the Company's prior


                                      -24-
<PAGE>

                        written consent, nor without such consent will Purchaser
                        utilize any information covered by this Section 10.(e)
                        in Purchaser's own business, or any enterprise in which
                        Purchaser has an interest. Nothing in this Agreement
                        shall restrict or impair Purchaser's use or disclosure
                        of any information which was in Purchaser's possession
                        prior to disclosure thereof by the Company, now is or
                        without any action of Purchaser hereafter becomes
                        information in the public domain; or is received from a
                        third party who, in making such disclosure, is not
                        violating any obligation of confidentiality to the
                        Company. In the event that, as a consequence of
                        negligent acts or omissions of Purchaser or any employee
                        or agent, there shall be any unauthorized disclosure to
                        parties other than Purchaser or use, dissemination or
                        exploitation by such parties, of Confidential
                        Information in violation of this Agreement, the Company
                        may at its option apply to a court of competent
                        jurisdiction for an order restraining any further
                        disclosure, use, dissemination or exploitation of such
                        information. This Section 10.(e) does not in any way
                        limit or exclude any other remedy which may be available
                        to the Company. In the event that the transactions
                        contemplated by this Agreement do not for any reason
                        close, the provisions of this Section shall nonetheless
                        survive. The Seller will not disclose, at any time,
                        whether during or after any consulting or employment
                        term following any Closing, any secret or confidential
                        information obtained by them while employed by (or
                        owning stock in) the Company or Purchaser, including but
                        not limited to the Company's or Purchaser's customer
                        lists, telephone contacts, and special arrangements with
                        vendors, without the Company's express, written consent.

                e.      CERTAIN ENVIRONMENTAL REGULATIONS. Seller has not
                        allowed the Company, at any time prior to the Closing,
                        to commit any act which violates any environmental
                        regulation which could reasonably be expected to have an
                        adverse effect on the condition (financial or
                        otherwise), properties, assets, liabilities, business,
                        operations or prospects of the Company or Purchaser or
                        the transactions contemplated by this Agreement which
                        would be material or, in any event, exceed(pound)10,000,
                        or would be cause for any such government or agency to
                        impose any lien or encumbrance upon the Company, its
                        business, Purchaser or the assets transferred pursuant
                        to this Agreement.

                f.      CERTAIN WARRANTIES. At the Closing, Seller will assign
                        to the Company all of their rights respecting
                        manufacturers' and suppliers' warranties, to the extent
                        the same are assignable; to the extent the same are not
                        assignable, the provisions of Section 1.(b) shall apply.

        12.     CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. All obligations
                of Purchaser hereunder are subject, at the option of Purchaser,
                to the fulfillment of each of the following conditions at or
                prior to the Closing, and Seller shall use their best efforts to
                cause each such condition to be so fulfilled:


                                      -25-
<PAGE>

                a.      All representations and warranties of each of the Seller
                        contained in this Agreement, in any Schedule hereto, in
                        any agreement entered into pursuant hereto or in
                        connection herewith, in the Financial Statements, in the
                        Tax Basis Information, in the Closing Date Tax Basis
                        Information, or in any Agreement Certificate shall be
                        true and correct when made, shall be deemed to have been
                        made again at and as of the Closing, and shall then be
                        true and correct in all material respects.

                b.      All covenants, agreements and obligations required by
                        the terms of this Agreement to be performed by each of
                        the Company and Seller at or before the Closing shall
                        have been duly and properly performed.

                c.      Since the Balance Sheet Date, there shall not have
                        occurred any material adverse change in the condition
                        (financial or otherwise), business, properties, assets
                        or prospects of the Company.

                d.      All approvals of governmental agencies and authorities
                        necessary to enable the Company to consummate the
                        transactions contemplated hereby and to enable Purchaser
                        to continue to conduct the business of the Company as
                        conducted immediately prior to the Closing shall have
                        been obtained.

                e.      There shall be delivered to Purchaser a certificate
                        executed by both the Company and the Seller, dated the
                        Closing Date, certifying that the conditions set forth
                        in paragraphs (a), (b),(c), (d), (h), (i), (k) and (l)
                        of this Section 11 have been fulfilled and stating that
                        such certificate is an Agreement Certificate.

                f.      All documents required to be delivered to Purchaser at
                        or prior to the Closing shall have been so delivered.

                g.      No action or proceeding shall have been threatened,
                        instituted or pending before any court or governmental
                        agency or other regulatory or administrative agency or
                        commission, by any governmental agency or other
                        regulatory or administrative agency or commission or by
                        any other person, (i) challenging the acquisition by
                        Purchaser or the sale by Seller of the Sportshow Shares
                        or any material portion of the business of the Company,
                        (ii) seeking to prohibit Seller's sale or Purchaser's
                        purchase, ownership or operation of all or a significant
                        portion of the assets or business of the Company, or to
                        compel Purchaser to dispose of a significant portion of
                        the Company's assets or business or any assets or
                        business of Purchaser, or (iii) otherwise materially
                        adversely affecting the transactions contemplated hereby
                        or the agreements entered into pursuant hereto or in
                        connection herewith or the assets or business of the
                        Company, or Purchaser's operation of the business of the
                        Company.


                                      -26-
<PAGE>

                h.      The Company will not have committed any act which
                        violates any environmental regulation which could
                        reasonably be expected to have an adverse effect on the
                        condition (financial or otherwise), properties, assets,
                        liabilities, business, operations or prospects of the
                        Company or Purchaser or the transactions contemplated by
                        this Agreement which would be material or, in any event,
                        exceed (pound)10,000, or would be cause for any such
                        government or agency to impose any lien or encumbrance
                        upon the Company, its business, Purchaser or the assets
                        transferred pursuant to this Agreement.

        13.     CONDITIONS PRECEDENT TO SELLER' OBLIGATIONS. All obligations of
                Seller hereunder are subject, at the option of Seller, to the
                fulfillment of each of the following conditions at or prior to
                the Closing, and Purchaser shall use its best efforts to cause
                each such condition to be so fulfilled:

                a.      All representations and warranties of Purchaser
                        contained in this Agreement, in any Schedule hereto, in
                        any agreement entered into pursuant to hereto or in
                        connection herewith, or in any Agreement Certificate,
                        shall be true and correct when made, shall be deemed to
                        have been made again at and as of the Closing, and shall
                        then be true and correct in all material respects.

                b.      All covenants, agreements and obligations required by
                        the terms of this Agreement to be performed by Purchaser
                        at or before the Closing shall have been duly and
                        properly performed.

                c.      There shall be delivered to the Seller a certificate
                        executed by the President of Purchaser, dated the date
                        of the Closing, certifying that the conditions set forth
                        in paragraphs (a), (b) and (c) of this Section 13 have
                        been fulfilled and stating that such certificate is an
                        Agreement Certificate.

                d.      No action or proceeding shall have been threatened,
                        instituted or pending before any court or governmental
                        agency or other regulatory or administrative agency or
                        commission, by any governmental agency or other
                        regulatory or administrative agency or commission or by
                        any other person, challenging the sale by Seller of the
                        Sportshow Shares or any material portion of the assets
                        or business of the Company, seeking to prohibit Seller's
                        sale of all or a significant portion of the assets or
                        business of the Company, or otherwise materially
                        adversely affecting the transactions contemplated hereby
                        or in the agreements entered into pursuant hereto or in
                        connection herewith or the assets or business of the
                        Company.

        14.     INDEMNIFICATION. The Seller hereby agrees to indemnify and to
                hold Purchaser (and, with respect to Section 13.(a)(v), any and
                all employees and independent contractors of


                                      -27-
<PAGE>

                Purchaser) and the Company harmless from, against and in respect
                of, and shall on demand reimburse Purchaser or the Company, as
                the case may be, for:

                i.      any and all debts, liabilities or obligations of the
                        Company, direct or indirect, fixed, contingent or
                        otherwise (including without limitation any contingent
                        liability for taxes of the Company, any Seller Entity,
                        or any affiliate of any of them, including without
                        limitation withholding taxes, for any period commencing
                        prior to the Closing Date), existing at or as of the
                        Closing Date hereunder or arising out of any act,
                        transaction, circumstance or state of facts which occurs
                        or exists on or before the Closing Date, whether or not
                        then known, due or payable (including without limitation
                        any claims of customers of the Company respecting goods
                        sold or services performed prior to the Closing Date and
                        any breach or violation of any environmental
                        regulation), except to the extent the same are reflected
                        and reserved against on the face of the Closing Date
                        Balance Sheet (excluding the notes thereto);

                ii.     any and all loss, liability or damage suffered or
                        incurred by Purchaser by reason of any untrue
                        representation, breach of warranty or nonfulfillment of
                        any covenant or agreement contained in this Agreement,
                        of the Seller, any Seller Entity, or affiliates of any
                        of them, in any Schedule hereto, in any agreement
                        entered into pursuant hereto or in connection herewith,
                        in the Financial Statements or in any Agreement
                        Certificate;

                iii.    any and all loss, liability or damage suffered or
                        incurred by Purchaser by reason of or in connection with
                        any claim for finder's fee or brokerage or other
                        commission arising by reason of any services alleged to
                        have been rendered to or at the instance of the Company,
                        the Seller, any Seller Entity or any affiliates of any
                        of them with respect to this Agreement or any of the
                        transactions contemplated hereby;

                iv.     any and all loss, liability or damage suffered or
                        incurred by Purchaser resulting from any Employee
                        Program as defined in section 5(v);

                v.      any outstanding liabilities and taxes due for Employees'
                        tax liabilities, Director's tax liabilities and National
                        Insurance or any penalties resulting therefrom; and

                vi.     any and all actions, suits, proceedings, claims,
                        demands, assessments, judgments, costs and expenses,
                        including, without limitation, reasonable legal fees and
                        disbursements, incident to any of the foregoing or
                        incurred in investigating or attempting to avoid the
                        same or to oppose the imposition thereof, or in
                        enforcing this indemnity.

                b.      Purchaser hereby agrees to indemnify and hold Seller
                        harmless from, against and in respect of, and shall on
                        demand reimburse Seller for:

                i.      any and all loss, liability or damage suffered or
                        incurred by Seller by reason of any untrue
                        representation, breach of warranty or nonfulfillment


                                      -28-
<PAGE>

                        of any covenant or agreement by Purchaser contained in
                        this Agreement, in any Schedule hereto, in any agreement
                        (subject only to any applicable limitation of liability
                        set forth in any such agreement) entered into by
                        Purchaser pursuant hereto or in connection herewith, or
                        in any Agreement Certificate;

                ii.     any and all loss, liability or damage suffered or
                        incurred by Seller by reason of or in connection with
                        any claim for finder's fee or brokerage or other
                        commission arising by reason of any services alleged to
                        have been rendered to or at the instance of Purchaser or
                        any affiliate of Purchaser with respect to this
                        Agreement or any of the transactions contemplated
                        hereby; and

                iii     any and all actions, suits, proceedings, claims,
                        demands, assessments, judgments, costs and expenses,
                        including, without limitation, reasonable legal fees and
                        disbursements, incident to any of the foregoing or
                        incurred in investigating or attempting to avoid the
                        same or to oppose the imposition thereof, or in
                        enforcing this indemnity. c.

                c.      In the event that a claim shall be asserted or
                        litigation shall be commenced for which indemnification
                        under the provisions of this Section 13 shall be sought,
                        the party entitled to indemnification hereunder
                        (individually and together, "Indemnitee") shall give
                        notice thereof to the party or parties required to
                        indemnify such party hereunder (individually and
                        together, jointly and severally, "Indemnitor"), as
                        promptly as practicable after Indemnitee's receipt of
                        such written assertion or the commencement of such
                        litigation. If Indemnitor reasonably demonstrates to
                        Indemnitee that Indemnitor will be able to pay the full
                        amount of potential liability in connection with any
                        such claim, Indemnitor may, at its sole cost and
                        expense, upon written notice given to Indemnitee within
                        30 days after its receipt of Indemnitee's notice under
                        this Section, assume the defense, with counsel
                        reasonably satisfactory to Indemnitee, of any such Third
                        Party Claim or litigation, provided that Indemnitor
                        admits in writing to Indemnitee its liability solely as
                        between it and Indemnitee with respect to all material
                        elements thereof. If Indemnitor assumes the defense of
                        any such claim or litigation, the obligations of
                        Indemnitor ereunder as to such claim or litigation shall
                        be limited to taking all steps necessary in the defense
                        or settlement thereof and to holding Indemnitee harmless
                        from, against and in respect of any and all losses,
                        liabilities, expenses and damages caused by or arising
                        out of any settlement approved by Indemnitor or any
                        judgment in connection with such claim or litigation.
                        Except with the prior written consent of Indemnitee,
                        Indemnitor shall not consent to the settlement or entry
                        of any judgment arising from any such claim or
                        litigation which in each case does not include as an
                        unconditional term thereof the giving by the claimant or
                        plaintiff, as the case may be, to Indemnitee of an
                        unconditional release from all liability in respect
                        thereof unless Indemnitor has actually paid the full
                        amount of any such settlement or judgment. Indemnitee
                        shall be entitled to be consulted


                                      -29-
<PAGE>

                        about (but not control) the defense of, and receive
                        copies of all pleadings and other material papers in
                        connection with, any such claim or litigation. If
                        Indemnitor does not assume the defense of any such claim
                        or litigation, Indemnitee may defend the same in such
                        manner as it may deem appropriate, including but not
                        limited to settling such claim or litigation after
                        giving reasonable notice of the same to Indemnitor on
                        such terms as Indemnitee may deem appropriate, and
                        Indemnitor will promptly reimburse Indemnitee in
                        accordance with the provisions of this Section, subject
                        to its having liability hereunder. Anything contained in
                        this Section to the contrary notwithstanding, Indemnitor
                        shall not be entitled to assume the defense of any such
                        claim or litigation if the Third Party Claim seeks an
                        order, injunction or other equitable relief against
                        Indemnitee which, if successful, might materially
                        interfere with, or adversely affect, the operation by
                        Indemnitee of its business or, if Purchaser or the
                        Company, the business of any of them; and Indemnitee may
                        defend any claim to which Indemnitee may have a defense
                        or counterclaim which Indemnitor is not entitled to
                        assert, to the extent necessary to assert and maintain
                        such defense or counterclaim.

        15.     MISCELLANEOUS.

                a.      ENTIRE AGREEMENT. This writing, together with the
                        exhibits hereto and the other documents, instruments and
                        agreements entered into contemporaneously herewith,
                        constitutes the entire agreement of the parties with
                        respect to the subject matter hereof and may not be
                        modified, amended or terminated except by a written
                        agreement specifically referring to this Agreement
                        signed by all of the parties hereto.

                b.      WAIVERS. No waiver of any breach or default hereunder
                        shall be considered valid unless in writing and signed
                        by the party giving such waiver, and no such waiver
                        shall be deemed a waiver of any prior, contemporaneous
                        or subsequent breach or default of the same or similar
                        nature or otherwise. No delay or omission on the part of
                        any party in exercising any right or remedy shall
                        operate as a waiver thereof, and no single or partial
                        exercise by any party of any right or remedy shall
                        preclude any other or future exercise thereof or the
                        exercise of any other right or remedy.

                c.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; CERTAIN
                        LIMITATIONS ON CLAIMS. All written statements,
                        representations, warranties, indemnities, covenants and
                        agreements made by each of the parties hereto shall
                        survive the Closing for a period of seven years after
                        the Closing Date (provided that all covenants and any
                        representations and warranties respecting tax, pension,
                        and environmental matters, capitalization of the
                        Company, ownership of and title to the Sportshow Shares,
                        and the Company's Assets shall survive for the full
                        applicable statute of limitations). No claim for breach
                        of representation or warranty (other than claims
                        respecting capitalization, ownership of or title to the
                        Shares


                                      -30-
<PAGE>

                        or Patents, the financial condition of the Company or
                        taxes, and other than claims respecting the calculation
                        of, or any adjustments to, the Purchase Price) may be
                        asserted hereunder unless the aggregate amount of all
                        such claims equals or exceeds(pound)5,000 (the
                        "Threshold Amount"), and the liability of Seller with
                        respect to all such claims shall not exceed the amount
                        of(pound)200,000.

                d.      BINDING NATURE. This Agreement shall be binding upon and
                        inure to the benefit of each corporate party hereto,
                        each party hereto which is a trust, each party hereto
                        which is a limited liability partnership, and its
                        successors and assigns, and each individual party hereto
                        and his or her heirs, personal representatives,
                        successors and assigns, it being understood that no
                        party hereto shall have any right to convey or assign
                        any or all of its rights hereunder without the prior
                        written consent of all other parties hereto, except that
                        Purchaser may assign its rights hereunder to a
                        corporation wholly-owned by, or which wholly owns,
                        Purchaser.

                e.      GOVERNING LAW. This Agreement shall be governed by and
                        construed and enforced in accordance with the laws of
                        England and Wales applicable to contracts made and to be
                        performed wholly within said jurisdiction, and without
                        regard to principles of conflict of laws.

                f.      CONSENT TO JURISDICTION AND FORUM. The parties hereto
                        hereby consent to the competent jurisdiction of the
                        courts of England and Wales.

                g.      SERVICE OF PROCESS. The parties hereto further agree
                        that the service of process or of any other papers upon
                        them or any of them by registered mail in the manner
                        provided in Section 14.(h) shall be deemed good, proper
                        and effective service upon them.

                h.      Notices. Any and all notices or other communications
                        required or permitted to be given under any of the
                        provisions of this Agreement shall be in writing and
                        shall be deemed to have been duly given when personally
                        delivered or five days after the date mailed, postage
                        prepaid, by first class registered mail, return receipt
                        requested, addressed to the parties at the addresses set
                        forth above (or at such other address as any party may
                        specify by notice to all other parties given as
                        aforesaid), together with copies, to either or both of
                        the Company or Seller, to 60 Parsons Green Lane, London
                        SW6 4HU United Kingdom, and if to Purchaser, to
                        Narrowstep Inc, 91 New Cavendish St, London, W1W 6XE.

                i.      EXPENSES. Whether or not the transaction contemplated by
                        this Agreement is consummated, Seller and Purchaser
                        shall pay all of its own fees and expenses incident to
                        the negotiation, preparation, execution and performance
                        of this Agreement, including, without limitation, the
                        fees and expenses of its own counsel and accountants, it
                        being understood and agreed that Purchaser shall not
                        bear or pay, directly or indirectly,


                                      -31-
<PAGE>

                        whether through increase of the Purchase Price,
                        inclusion of any of such amounts in accounts or loans
                        payable of the Company, reduction of or charges against
                        any of the assets of the Company or otherwise, any of
                        the fees and expenses of the Company or the Seller
                        incident to the negotiation, preparation, execution or
                        performance of this Agreement or related matters
                        ("Seller Transaction Costs").

                j.      CAPTIONS; SECTIONS; EXHIBITS; SCHEDULES. The caption
                        headings of the Sections, subsections, Exhibits and
                        Schedules of and to this Agreement, and the descriptions
                        of Schedules, are for convenience of reference only and
                        are not intended to be, and should not construed as,
                        defining or limiting the contents of such Sections,
                        subsections, Exhibits or Schedules. Unless otherwise
                        indicated, all references in this Agreement to Sections,
                        subsections, Exhibits and Schedules are to Sections,
                        subsections, Exhibits and Schedules of this Agreement.

                k.      COUNTERPARTS. This Agreement may be executed in any
                        number of counterparts, each of which shall be deemed to
                        be an original, but all of which taken together shall
                        constitute one and the same instrument.

                l.      REMEDIES CUMULATIVE. The rights and remedies provided
                        for in this Agreement are cumulative, not alternative,
                        and are in addition to the other benefits, rights and
                        remedies existing at law or in equity.


                                      -32-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                     SPORTSHOW TELEVISION LTD.


                                     By: /s/ Clifford Webb
                                        -------------------------------
                                     Clifford Webb, Managing Director



                                     NARROWSTEP INC.


                                     By: /s/ Iolo Jones
                                        -------------------------------
                                     Iolo Jones, President



                                     By: /s/ Clifford Webb
                                        -------------------------------
                                     Clifford Webb, Individually



                                      -33-
<PAGE>

                                    Exhibit 1

                                   RESIGNATION

                                                              25th November 2003

The undersigned hereby resigns as a director of, and from all offices and
positions held by the undersigned in, Sportshow Television Ltd., a company
incorporated in England & Wales, effective immediately.

                                                               /s/ Clifford Webb
                                                             -------------------
                                                                   Clifford Webb
                                                               Managing Director



                                      -34-
<PAGE>

                                    Exhibit 2


RELEASOR:  Clifford Webb
RELEASEE:  SPORTSHOW TELEVISION LTD

                                 GENERAL RELEASE

        In consideration of the payment of (pound) 1.00 and other good and
valuable consideration paid to the undersigned, the receipt and sufficiency of
which are hereby acknowledged, the undersigned Clifford Webb, an individual
having an address at 87 Cowley Road, Barnes, London SW 14 8QD, as RELEASOR,
hereby releases, acquits and forever discharges SPORTSHOW TELEVISION LTD., a
corporation having a place of business at 60 Parsons Green Lane, London SW6
41-IU United Kingdom, as RELEASEE, RELEASEE's officers, directors, employees,
parents, affiliates, subsidiaries, attorneys at law, successors and assigns, of
and from any and all obligations, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, claims, debts, demands, covenants, contracts,
promises, agreements, variances, trespasses, damages, judgments, extents,
executions, liabilities, controversies, costs, expenses, attorneys' fees, suits,
actions or causes of action with respect to any matters, causes or things
whatsoever, whether known or unknown, in law, admiralty or equity which
RELEASOR, his successors or assigns ever had, now has, can or may have, or
claims to have upon or by reason of any matter whatsoever against the RELEASEE
from the beginning of the world to the date on which this General Release is
signed and delivered, including but not limited to any and all claims RELEASEE
may now have or which may hereafter accrue to RELEASEE arising out of or in
connection with RELEASEE's employment with or by Sportshow Television Ltd., and
any sexual harassment or discrimination which RELEASOR may have experienced or
suffered from RELEASEE or RELEASEE's officers, directors, employees, parents,
affiliates, subsidiaries, attorneys at law, successors and assigns, or any of
them.

        This General Release is not to be construed as an admission of liability
on the part of RELEASEE.

        If RELEASOR, or any person acting on behalf of RELEASOR, initiates any
action, proceeding or suit against RELEASEE which challenges the legality,
validity, or enforceability of any of the terms or provisions of this General
Release, then RELEASOR will reimburse RELEASEE, if and to the extent that
RELEASEE has to enforce and defend this General Release or RELEASEE's rights
under this General Release against such challenge, for all reasonable legal
expenses and related disbursements reasonably incurred by the RELEASEE and for
all payments made by such RELEASEE, if any, in connection with or in
satisfaction of any judgment, decree or settlement resulting from any such
action, proceeding or suit.

        The provisions of this General Release shall be severable. In the event
that any provision of this General Release is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this General Release shall remain enforceable to the fullest
extent permitted by law.


                                      -35-
<PAGE>

        Whenever the text hereof requires, the use of the singular number shall
include the appropriate plural number as the text of the within instrument may
require.

        This General Release may not be changed orally.

        This General Release shall be governed by, and construed and enforced in
accordance with, the substantive law of England and Wales.

        IN WITNESS WHEREOF, RELEASOR has caused this General Release to be duly
executed as of this 17th day of November 2003.


/s/ CLIFFORD WEBB
-----------------------
Clifford Webb





                                      -36-
<PAGE>

                                    EXHIBIT 3



                        SUBSCRIPTION FOR THE PURCHASE OF
                            SHARES OF NARROWSTEP INC.



                                                              November 17th 2003



Narrowstep Inc.
91 New Cavendish Street
London W1W 6XE
United Kingdom


Gentlemen:

        In connection with the AGREEMENT OF PURCHASE AND SALE OF STOCK dated
November 17th 2003, among (i) NARROWSTEP INC., a Delaware corporation having an
address at 91 New Cavendish Street, London W 1 W 6XE United Kingdom, (the
"Company"), (ii) Clifford Webb, having an address at 87 Cowley Road, Barnes,
London SW14 8QD United Kingdom, who owns all of the outstanding shares of
Sportshow Television Ltd. ("Sportshow"), a corporation having an address at 60
Parsons Green Lane, London SW6 4HU United Kingdom, (Clifford Webb is referred to
as the "Undersigned") and (iii) SPORTSHOW TELEVISION LTD, the Undersigned hereby
offers to sell to the Company 801 shares of ordinary stock of Sportshow
Television Ltd., representing Undersigned's entire ownership in Sportshow, for
the following consideration to be paid by the Company for such shares: (i) cash
payment of (pound)45,000.80, and (ii) 3,122,800 shares of Common Stock, par
value $.000001 per share ("Shares").

        In order to induce the Company to sell you the Shares, the Undersigned,
for itself and for its legal representatives, successors and assigns, hereby
makes the following representations, warranties and acknowledgments, intending
that the Company rely hereon, to the Company, and covenants with the Company, as
follows:

1.      The Company has made available to the Undersigned all requested
documents and records in its possession, and has offered the Undersigned an
opportunity to discuss this investment with the Company and/or representatives
of the Company and obtain any additional information necessary to verify the
accuracy of any information furnished. The Undersigned acknowledges that no
information furnished by the Company constitutes investment, accounting, legal
or tax advice. The Undersigned is relying solely upon itself and its
professional advisors, if any, for such advice.


                                      -37-
<PAGE>

2.      The Undersigned has been provided no offering memorandum, or similar
document, describing the Company. The Undersigned has relied solely upon its own
independent investigation in making a decision to accept the Company's Shares in
exchange for the Undersigned's shares in Sportshows TV. The Undersigned
acknowledges and represents to the Company that it is aware that the Shares are
a speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment and the possibility that the Shares
may become worthless. The Undersigned acknowledges that neither the Shares nor
any securities of the Company are traded on any stock exchange and that there is
no market for the Shares. The Undersigned must therefore be prepared to bear the
economic risks for an indefinite period, and the total loss of its investment in
the Shares.

3.      The Undersigned acknowledges that the Shares are not being registered
under the laws of any jurisdiction and are being sold pursuant to an exemption
from registration set forth in the United States Securities Act of 1933, as
amended, (the "Securities Act") The Undersigned agrees to resell the Shares only
(i) pursuant to registration under the Securities Act, or (ii) pursuant to an
available exemption from registration.

4.      The Undersigned represents that the Shares are being acquired solely for
the account of the Undersigned, solely for investment purposes and not with a
view to resale or distribution, and that no other person has any direct or
indirect interest in the Shares. The Undersigned has no contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person, or anyone else, Shares, or any part thereof, or any interest therein,
and the Undersigned has no plans to enter into any such contract, undertaking,
agreement or arrangement. The Undersigned understands that it may not dispose of
the Shares, or any part thereof, or any interest therein, unless and until legal
counsel for the Company shall have determined that the intended disposition does
not violate the law of any jurisdiction. The Undersigned acknowledges that the
Shares are non-transferable, that the Share certificates will bear a legend
describing the restrictions on transfers, and that it will not be possible for
the Undersigned to liquidate its investment in case of an emergency.

5.      The Undersigned acknowledges and understands that all of the Company's
outstanding Shares are restricted as to resale and cannot be sold unless a
registration statement covering their resales is declared effective by the
United States Securities and Exchange Commission ("SEC") or there is an
applicable exemption from registration. The Undersigned further acknowledges and
understands that in order for there to be a trading market for the Company's
Shares there are a number of steps that must be completed. These include (i)
having the SEC declare effective a registration statement qualifying for resale
the Company's outstanding Shares, (ii) having a broker-dealer agree to act as a
market maker for the Company's Shares, (iii) the broker-dealer making the
appropriate filings in the United States with the NASD, and (iv) the NASD
approving the Company's Shares for trading. The Undersigned acknowledges that
there can be no assurance all of these steps will be completed and that a
trading market for the Company's Shares ever develops in the United States or
elsewhere. The Undersigned acknowledges that in the event that no market for the
Shares develops, it will be extremely difficult for the Undersigned to dispose
of the Shares and that even if a market develops, there can be no assurance that
the market will be strong enough to absorb all of the Shares which may be
offered


                                      -38-
<PAGE>

for sale by existing shareholders and the Undersigned. The Undersigned
acknowledges that the resales of substantial amounts of Shares will have a
depressive effect on the market.

6.      The Undersigned is knowledgeable and experienced in making and
evaluating investments. The investments of the Undersigned in, and its
commitments to, all non-liquid investments (including an investment in the
Company ) are reasonable in relation to its net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.

7.      The Undersigned will indemnify and hold the Company, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of Shares
by the Undersigned in violation of any applicable law, rule or regulation, and
(ii) any misrepresentation by the Undersigned or any breach of any warranties
herein or any covenants or agreements set forth herein.

8.      The Undersigned acknowledges that no federal or state agency,
governmental authority, regulatory body, stock exchange or other entity in the
United States or in any other country has made any finding or determination as
to the merits of this investment, nor have any such agencies, governmental
authorities, regulatory bodies, stock exchanges or other entities made any
recommendation or endorsement with respect to the Shares.

The foregoing is not, and will not be, revocable by the Undersigned at any time.
The Undersigned gives this document to the Company intending to be legally bound
hereby.

                                               Very truly yours,


                                                   /s/ Clifford Webb
                                               ----------------------------
                                               Signature


                                                   Cilfford Webb
                                               ----------------------------
                                               Name


                                                   18/11/03
                                               ----------------------------
                                               Date

                                                   87 Cowley Road
                                               ----------------------------

                                                   Barnus
                                               ----------------------------

                                                   London 8W148QD
                                               ----------------------------

                                               Address


                                      -39-